Print Firm Software Legal Terms, Conditions and Notices
- An "End User Service Agreement" is a legal contract between Print Firm Software
LLC and the end user (you, the Customer) of the Software as a Service ("SaaS") application.
The EUSA details how the Software as a Service can and cannot be used and any restrictions
that Print Firm Software imposes. View the End User Service Agreement below
- At any time, either party may cancel a user's Print Firm Software account for any
reason. Please read the cancellation procedure to cancel your account or learn more
about our cancellation policies. Learn how to cancel your Print Firm Software account
by reviewing the enclosed Cancellation Policy
- We have created this privacy policy to demonstrate our firm commitment to your privacy
and the protection of your information. View our privacy
policy.
End User Service Agreement for the My Web-To-Print Site solution
PLEASE REVIEW THIS END USER SERVICES AGREEMENT (THIS "AGREEMENT") CAREFULLY, AS
IT CONSTITUTES A LEGAL AGREEMENT BETWEEN "CUSTOMER" (AS DEFINED IN THE SERVICE ORDER
LINKED TO THIS AGREEMENT), AND Print Firm Software LLC ("Print Firm Software").
CUSTOMER INITIATED AN ORDER TO USE Print Firm Software'S SERVICES (THE "SERVICES"
). IN ORDER TO USE THESE SERVICES, CUSTOMER MUST FIRST READ THIS AGREEMENT AND INDICATE
ITS ACCEPTANCE OF ALL OF THE TERMS AND CONDITIONS SET FORTH BELOW BY SELECTING THE
"ACCEPT" BUTTON AT THE END OF THIS AGREEMENT. IF CUSTOMER DOES NOT ACCEPT ALL OF
THE TERMS AND CONDITIONS OF THIS AGREEMENT, CUSTOMER SHOULD CLICK THE "DO NOT ACCEPT"
BUTTON AT THE END OF THIS AGREEMENT, IN WHICH CASE CUSTOMER WILL NOT BE ALLOWED
TO USE THE SERVICES. THIS IS AN AGREEMENT FOR SERVICES AND CUSTOMER IS NOT BEING
GRANTED A LICENSE TO ANY SOFTWARE UNDER THIS AGREEMENT.
1. Services. During the term of this Agreement and subject to the terms and conditions
set forth herein and any guidelines, rules or operating policies that Print Firm
Software.com may establish and post from time to time on http://www.Print Firm Software.com
(the "Site"), including, without limitation Print Firm Software's anti-spam policy,
privacy policy and prohibited content and commerce statement (collectively, the
"Policies"), Print Firm Software agrees to use commercially reasonable efforts to
provide Customer with the Services. From time to time, Print Firm Software may modify
the terms and conditions of this Agreement and/or the Policies. All such changes
shall become effective upon posting of the revised Agreement and/or Policies, as
the case may be, on the Site, and Customer's use of the Services thereafter shall
be subject thereto. Customer agrees that its purchase of the Services is neither
contingent upon the delivery of any future functionality or features, nor is it
dependent upon any oral or written comments made by Print Firm Software with respect
to future functionality or features.
2. Professional Services. In addition to the Print Firm Software Services, Customer
may purchase certain premium or custom development services. Custom development
services are mutually agreed upon written statement of work, provided to Customer
upon request. Custom development services are provided separate and distinct from
the Print Firm Software Services and are not required for Customer's use or enjoyment
of Print Firm Software.
3. Free Trial Period. In the event Customer elects to use the Services on a trial
basis, Customer will not be billed for such Use for a period of fourteen (14) days
commencing on the date Customer accepts this Agreement (as indicated below) (the
"Trial Period"). During the Trial Period, Customer may use the Services subject
to the subscriber limits posted on the Site. The subscriber limits for the Trial
Period are subject to change at any time. Once Customer completes its free trial
period or exceeds the free subscriber limit (even if Customer manually removes names
from its subscriber list), whichever occurs first, the Trial Period will terminate.
Upon such termination, Customer may purchase a monthly or annual subscription for
the Services. Customer's access to the Services will be disabled until payment is
received.
4. Purchase. Pricing for the Services is based upon subription module registered
by Customer, as indicated by Customer in the registration process.
5. Fees and Payment. In consideration for the Services to be provided by Print Firm
Software.com, Customer agrees to pay the monthly fees set forth in the registration
process (the "Subscription Fees"). Paid Subscription Fees are non-refundable. The
Fees shall include all applicable foreign, federal, state and local taxes payable
with respect to this Agreement. Any payment not received by Print Firm Software
from Customer by the due date may be subject, at Print Firm Software's sole discretion,
to a late fee equal to 1.5% (or the maximum rate permitted by law) of the amount
then due, for each month overdue. In the event Customer fails to make timely payments
when due, Print Firm Software may, at its election, discontinue, terminate or suspend
the Services and delete all Customer Data (as defined below) from its systems, in
each case, without incurring any liability to Customer. Despite any such discontinuation
or suspension, Customer acknowledges and agrees that it will be required to pay
the Subscription Fees for the remainder of the term of this Agreement. For amounts
outstanding after sixty (60) days from Customer's receipt of the invoice therefore,
Customer shall be responsible for and agrees to pay reasonable costs and expenses
of collection, including, but not limited to court and attorneys' fees and expenses.
From time to time, and at any time, Print Firm Software may require from Customer
reasonable credit guarantees before continuing its provision of the Services or
the Professional Services hereunder.
6. Customer Data. Print Firm Software will not own any data, information or material
that Customer submits to Print Firm Software in the course of its provision of the
Services (the "Customer Data"). Customer will be solely responsible for the accuracy,
quality, integrity, legality, reliability, and appropriateness of all Customer Data,
and sole intellectual property ownership thereof. Further, Customer will be solely
responsible for maintaining, securing and storing all Customer Data. Print Firm
Software will not be responsible or liable for the deletion, correction, destruction,
damage, loss or failure to store any Customer Data.
7. Passwords. In connection with Print Firm Software's provision to Customer of
the Services, Print Firm Software will send to Customer's designated email address
of record in Customer's account information, information such as user-IDs and/or
passwords which will enable Customer to access the Software (the "Passwords"). Customer
agrees to maintain the Passwords in strict confidence and not to provide the Passwords
to any third party. Customer will notify promptly Print Firm Software upon the loss
or compromise of any Passwords and Customer will be solely responsible for all actions
and fees incurred as a result of such use of the Passwords. Any unauthorized use
of the Passwords by Customer will constitute a material breach of this Agreement.
8. Proprietary Rights. This is an agreement for services and Customer is not granted
any license hereunder. All software embedded in the Services (the "Software"), and
the Services, are and shall remain the sole and exclusive property of Print Firm
Software.com. Accordingly, Customer acknowledges that Print Firm Software owns all
right, title and interest in and to the Software and the Services, including, without
limitation, all United States and international patent rights, copyrights, trademark
rights, trade secret rights, and all other proprietary rights pertaining thereto.
Except as expressly granted in this Agreement, Customer will not have or acquire
any rights or interest in or to the Software or the Services. Customer acknowledges
that the Software contains proprietary information and trade secrets of Print Firm
Software.com. Customer will not take any actions inconsistent with Print Firm Software's
ownership of each of Print Firm Software's rights in and to the Software. Customer
agrees that Customer will not directly or indirectly: (i) assign, distribute, license,
sublicense, transfer, sell, rent, lease, time share, grant a security interest in,
or otherwise transfer any rights in or to the Software, or make the Software available
to third parties except as authorized by this Agreement; (ii) modify, translate,
reverse engineer, decompile or disassemble the Software for any purpose, including
without limitation, the creation of derivative works or similar products; (iii)
upload, link to or post any portion of the Software on a bulletin board, intranet,
extranet or web site; (iv) use or distribute the Software in violation of any applicable
laws, regulations or export restrictions; or (v) possess or use the Software in
any format other than machine-readable format. All rights in the Software not explicitly
granted herein, are reserved by Print Firm Software. If you are using the Services
in any country within the European Union, the prohibitions set forth herein will
not affect your rights under any legislation implementing the E.C. Council Directive
on the Legal Protection of Computer Programs.
9. Use of Services. Customer acknowledges and agrees that it will use the Services
only to access, employ, utilize, or display the Software solely for Customer's "internal
business purposes" by Customer's employees or by independent contractors hired by
Customer. For the avoidance of doubt, the term "internal business purposes," as
used herein, does not include, among other things, the right to: (i) send spam or
otherwise duplicative or unsolicited messages in violation of applicable laws; (ii)
send or store infringing, obscene, threatening, libelous, or otherwise unlawful
or tortious material, including material harmful to children or violative of third
party privacy rights; (iii) send messages to any purchased (email) lists, distribution
lists, newsgroups, or spam email addresses; or (iv) send or store material containing
malicious code, including, without limitation, software viruses, worms, Trojan horses
or other harmful computer code, files, scripts, agents or programs. Customer agrees
to report immediately to Print Firm Software, and to use best efforts to stop immediately,
any violation of the terms and conditions set forth in this Section 9. In the event
of any suspected violation of the terms, conditions and restrictions set forth in
this Section 9, Print Firm Software may immediately disable Customer's access to
the Services and suspend its provision thereof.
11. Confidential Information. Each of Print Firm Software and Customer, as a Receiving
Party (as defined below), will hold confidential, not use except as otherwise authorized
herein, and protect from disclosure to unauthorized third parties the Confidential
Information (as defined below) of the Disclosing Party (as defined below). In the
event that the Receiving Party is required by law to disclose Confidential Information
of the Disclosing Party, the Receiving Party will provide the Disclosing Party with
prompt written notice of such pending disclosure. For purposes hereof, "Confidential
Information" means any information disclosed by one party (the "Disclosing Party")
to the other party (the "Receiving Party") that relates to such Disclosing Party's
business affairs, internal operations, personnel, financial matters, technology,
research and development, product plans or offerings, markets, or know-how. Confidential
Information will not include information that: (i) was publicly available, or that
subsequently becomes publicly available, except by wrongful disclosure hereunder
by the Receiving Party; (ii) was in the Receiving Party's possession prior to receipt
of the same hereunder, as evidenced by the Receiving Party's prior written records;
(iii) was received from a third party who was not known by the Receiving Party to
be under any obligation of confidentiality with respect to such information; (iv)
can be proven by competent evidence to have been independently developed by the
Receiving Party; (v) is furnished by the Disclosing Party to a third party without
restriction on the third party's right of disclosure; (vi) is approved in writing
for release by the Disclosing Party; or (vii) is required to be disclosed by order
of court or law.
12. Use of Certain Information. In the course of using the Services, Customer may
provide to Print Firm Software certain information, including, but not limited to,
contact and technical information (the "Information"). Customer agrees that Print
Firm Software may use the Information in connection with its provision of the Services.
If Customer purchased the Services as a result of the marketing efforts of an Print
Firm Software marketing partner, Customer agrees that Print Firm Software.com may
disclose the Information to such marketing partner. Notwithstanding the foregoing,
Print Firm Software will not provide any Information to any third party without
Customer's authorization and will use reasonable efforts to prohibit any third party
that receives any such Information from selling or redistributing such Information
without Customer's authorization.
13. Representations, Warranties and Covenants. Customer represents, warrants and
covenants to Print Firm Software that: (i) if an individual, Customer is at least
eighteen (18) years old; (ii) if an entity, it is a company duly organized and validly
existing in good standing under the laws of the state in which it was organized;
(iii) it has full power and authority to enter into this Agreement, which, upon
its execution hereof, will constitute a legal, valid and binding obligation enforceable
against it in accordance with the terms hereof; (iv) all information provided by
it in the Service Order and otherwise during the term of this Agreement, is and
will be truthful and accurate; (v) its use of the Services will at all times be
in accordance with the terms and conditions of this Agreement, the Policies and
all applicable laws, rules and regulations; and (vi) it is not directly or indirectly
(as an owner, strategic partner or otherwise) engaged in any business relationship
or activity that competes with the Services.
14. Disclaimer of Warranties. THE SERVICES (AND THE PROFESSIONAL SERVICES, AS APPLICABLE)
ARE PROVIDED "AS IS" AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Print Firm Software AND ITS AFFILIATES,
DISTRIBUTORS, DEALERS AND SUPPLIERS (COLLECTIVELY, THE "REPRESENTATIVES") DISCLAIM
ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR
IMPLIED, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY AS TO MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE OR USE, TITLE, OR NON-INFRINGEMENT, WITH RESPECT TO THE
SERVICES. THE REPRESENTATIVES DO NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER'S
REQUIREMENTS NOR DO THEY GIVE ANY WARRANTY ABOUT THE RESULTS THAT MAY BE OBTAINED
BY USING THE SERVICES.
15. Limitation of Liability. IN NO EVENT WILL Print Firm Software OR ANY REPRESENTATIVE
BE LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL,
EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THE SERVICES
(OR THE PROFESSIONAL SERVICES, IF APPLICABLE), OR TO THE PERFORMANCE OF THIS AGREEMENT,
INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, LOSS OF USE, OR LOSS OF
PROFITS, EVEN IF Print Firm Software OR ITS REPRESENTATIVE HAS BEEN ADVISED IN ADVANCE
OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. FURTHER, IN NO EVENT WILL ANY REPRESENTATIVE'S
TOTAL CUMULATIVE LIABILITY TO CUSTOMER OR ANY OTHER PARTY FOR CLAIMS, LOSSES, OR
DAMAGES OF ANY KIND, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, INDEMNITY OR OTHERWISE,
ARISING OUT OF OR RELATED IN ANY WAY TO THIS AGREEMENT OR THE SERVICES, EXCEED THE
ACTUAL FEES CUSTOMER PAID TO Print Firm Software FOR THE SERVICES AS OF THE DATE
OF THE CLAIM, LOSS, OR DAMAGE. In the event of any failure, or Print Firm Software
non-provision, of the Services (or the Professional Services), Customer's sole and
exclusive remedy shall be for Print Firm Software to use commercially reasonable
efforts to repair or provide the Services.
16. Indemnification. Customer agrees to indemnify, defend and hold harmless Print
Firm Software.com, the Representatives, and its and their respective affiliates,
officers, directors, stockholders, employees, consultants, representatives and agents
from any and all claims, liability, damages and/or costs (including, but not limited
to, reasonable attorneys' fees) arising from Customer's negligence or intentional
misconduct , Customer's violation of this Agreement or the Policies, Customer's
breach of any of its representation, warranties or covenants set forth herein, or
Customer's infringement of any intellectual property rights or other rights of any
person or entity.
17. Termination. Either party may terminate this Agreement at any time by providing
the non-terminating party with thirty (30) days' prior written notice of such party's
intent to terminate. If Customer desires to terminate this Agreement, it may do
so by either logging into its customer account and going to "Cancel My Account"
within the settings, or by calling 866-250-8799. If Customer wishes to terminate
only Professional Services provided hereunder, it may do so by contacting its account
manager. CUSTOMER'S ACCOUNT WILL CONTINUE TO BE BILLED AUTOMATICALLY UNTIL CUSTOMER
NOTIFIES Print Firm Software IN THE MANNER DESCRIBED IN THIS SECTION 17 OF ITS INTENTION
TO TERMINATE THIS AGREEMENT. Any default in the performance of any of Customer's
obligations hereunder, shall be considered a material breach of this Agreement and
shall entitle Print Firm Software to terminate immediately this Agreement, to terminate
Print Firm Software's provision of the Services and to pursue all available equitable
and legal remedies. Upon termination of this Agreement, Customer's payment of all
unpaid and outstanding Fees and Customer's written request received by Print Firm
Software within thirty (30) days of such termination, Print Firm Software will provide
Customer with an electronic file of the Customer Data. Customer acknowledges and
agrees that after the thirtieth (30th) day following termination, Print Firm Software
has no obligation to retain the Customer Data and may delete and destroy such Customer
Data without providing Customer with notice of such deletion.
18. Governing Law. This Agreement will be governed by the laws of the State of Illinois
as applied to agreements entered into and performed entirely within the State of
Illinois, without regard to any choice of law provisions thereof. The rights and
obligations of the parties under this Agreement shall not be governed by the provisions
of the United Nations Convention on Contracts for the International Sale of Goods.
19. Arbitration. Any dispute or controversy arising under, out of, or in connection
with this Agreement shall be resolved by binding arbitration under the commercial
rules of the American Arbitration Association before a single arbitrator. Any such
arbitration shall be conducted in Raleigh, Illinois, U.S.A. Judgment upon any award
may be entered in any court of competent jurisdiction. The arbitrator shall be designated
by mutual agreement of the parties or, if the parties cannot agree on an arbitrator
within ten (10) days after a request for arbitration hereunder, each party shall
designate one (1) arbitrator and the arbitrators so designated shall designate a
third arbitrator who shall conduct the arbitration. The decision of the arbitrator
shall be binding and conclusive upon the parties. Notwithstanding the foregoing,
Print Firm Software shall have the right to seek injunctive relief or other equitable
or legal remedies in a court of competent jurisdiction in the State of Illinois,
to which jurisdiction, for such purpose, Customer hereby irrevocably consents.
20. Relationship. This Agreement does not create a partnership, joint venture or
agency relationship between Print Firm Software and Customer. Customer does not
have any right, power, or authority to act as a legal representative of Print Firm
Software.com.
21. Assignment. Customer may not transfer, assign, sublicense, or delegate any right
or duty under this Agreement to another entity or person without the express written
consent of Print Firm Software. Any such transfer, assignment, sublicense or delegation
without consent will be null and void.
22. Severability. In the event that a court of competent jurisdiction determines
that any portion of this Agreement is illegal, invalid or unenforceable, such portion
will not affect or impair the legality, validity or enforceability of any other
provisions of this Agreement.
23. Survival. The provisions of this Agreement that by their nature and context
are intended to survive the performance and termination of this Agreement, will
survive the completion of performance and termination of this Agreement.
24. Entire Agreement. This Agreement, the Policies and the Statement of Work(s),
if any, constitute the entire agreement and understanding between Print Firm Software
and Customer and supersede all prior and contemporaneous agreements, documents,
and proposals, oral or written, between the Print Firm Software and Customer, except
for any prior agreement addressing confidentiality, which will continue in effect
according to its terms following the execution, performance and termination of this
Agreement.
25. No Waivers. Print Firm Software's failure to exercise any of its rights under
this Agreement will not constitute or be deemed to constitute a waiver or forfeiture
of such rights or of any preceding or subsequent breach or default.
26. Notice. Print Firm Software may provide Customer with general notice by electronic
mail to Customer's e-mail address of record, or by written communication sent by
first class mail or pre-paid post to Customer's address of record, or to such other
address designated by Customer and communicated to Print Firm Software in accordance
with the notice delivery provisions of this Section 26. Such notice shall be deemed
to have been given upon the expiration of forty-eight (48) hours after mailing if
sent by first class mail or pre-paid post, or twelve (12) hours after sending if
sent by electronic mail. Except as otherwise provided herein, Customer must give
notice to Print Firm Software (such notice shall be deemed given when received by
Print Firm Software) at any time by any of the following: letter sent by confirmed
facsimile to Print Firm Software at the following fax number: (919) 287-0061; letter
delivered by a nationally recognized overnight delivery service or by first class
postage prepaid mail to Print Firm Software at the following address: Print Firm
Software Corporation; Attn: Support Department; 2635 Meridian Parkway, Suite 200,
Durham, NC 27713. Notwithstanding the foregoing, Customer must provide Print Firm
Software with notice of its intention to terminate this Agreement in accordance
with the terms and conditions set forth in Section 17 above. Either Customer or
Print Firm Software may designate a different mailing address for notice delivery
by providing the other party with such different address in accordance with the
notice delivery provisions of this Section 26.
27. Export Restrictions. Customer acknowledges that the Services may be subject
to U.S. or other countries' export control laws and regulations. Customer agrees
not to export, or transfer for the purpose of re-export, the Services (including
technical data) in violation of any U.S. or other applicable export control laws
and regulations.
28. Miscellaneous. Except as otherwise expressly set forth herein, this Agreement
may be amended or modified only by Print Firm Software and may not be modified by
course of conduct. The section headings used herein are for convenience only and
will not be given any legal meaning. This Agreement is made for the benefit of the
parties only and there are no intended third party beneficiaries.
My Web-To-Print Site Cancellation Policy
At any time, either party may cancel a user's Print Firm Software account for any
reason. The user must request cancellation by emailing a notice to our customer service electronic address.
Amounts paid are not refundable. Subscriptions to our service are pre-paid. As such,
any cancellations that occur in the middle of a payment term (month, quarter, or
year depending on payment schedule) will be made effective on the final day of the
prepaid term. Any email communication regarding the cancellation of an account must
be from the email address on record in the account to complete the cancellation.
Credit Card Expirations or Declines
Please note that allowing a credit card to expire or not submitting payment by check
regardless of invoice receipt status will not automatically cancel your account
as we maintain all account data, allow subscriptions to occur, and allow you access
to your account. You will remain responsible for paying the monthly charge, which
will accrue to your account, until we receive a cancellation notice.
We will send notice to the email on record if a card is declined. We may also follow-up
by phone or mail. We reserve the right to send deliquent accounts to a collection
agency if they are not paid within 3 months.
Retrieving your Data After your Account has been Cancelled
Per our privacy policy, data from cancelled accounts will deleted immediately and
cannot be retrieved. Please be sure to export all data you wish to save before cancelling
your account.